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Adam is a shareholder of Bay Boats Inc. with preemptive rights. With these rights, he can


A) buy a prorated share of a new issue of stock before other buyers.
B) choose to have the firm act exclusively in a certain area.
C) preempt managerial decisions that affect shareholders.
D) sell a prorated share of a new issue of stock before other sellers.

E) B) and C)
F) None of the above

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Corporate bylaws and resolutions of the corporation's board of directors provide guidelines but cannot grant or restrict corporate powers.

A) True
B) False

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The acquisition of a share of stock makes a person a shareholder, but not an owner, of a corporation.

A) True
B) False

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Fact Pattern 29-1 Don is a shareholder of Energy Renew Inc. When the directors fail to undertake an action to redress a wrong suffered by the firm, Don files a suit on its behalf. Refer to Fact Pattern 29-1. Don's suit is


A) a preemptive right.
B) a shareholder's derivative suit.
C) the duty of a majority shareholder.
D) unethical and illegal.

E) All of the above
F) A) and D)

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If the procedures for incorporation are not followed precisely , others may be able to challenge the existence of the corporation.

A) True
B) False

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For shareholders to act during a meeting, a proxy must be presented.

A) True
B) False

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A breach of fiduciary duties by those who own a close corporation normally constitutes what is known as oppressive conduct.

A) True
B) False

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Fact Pattern 29-1 Don is a shareholder of Energy Renew Inc. When the directors fail to undertake an action to redress a wrong suffered by the firm, Don files a suit on its behalf. Refer to Fact Pattern 29-1. Any damages recovered by the suit will go to the firm's


A) shareholders, excluding Don.
B) treasury.
C) directors.
D) shareholders, including Don.

E) A) and C)
F) C) and D)

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Tech Talent Inc. is a corporation. Its implied powers enable it to


A) avoid paying income taxes on foreign income.
B) depart significantly from traditional corporate formalities.
C) act beyond the authority given to it under its charter.
D) borrow funds, lend funds, and extend credit.

E) All of the above
F) A) and D)

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Brad is a shareholder of Cloud Servers Inc. He will be deemed to have a fiduciary duty to Cloud and its minority shareholders if he has a sufficient number of shares to


A) assert a preemptive right.
B) bring a shareholder's derivative suit.
C) exercise actual control over the corporation.
D) participate in a cumulative vote.

E) A) and B)
F) None of the above

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A benefit corporation is designed to make a profit and maximize the benefit to shareholders.

A) True
B) False

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Harry and Ilene want to market a new line of camping gear as a corporation-Journeys Inc. To avoid income taxes at the corporate level, they should form


A) an alien corporation.
B) a foreign corporation.
C) an S corporation.
D) a benefit corporation.

E) B) and C)
F) A) and B)

Correct Answer

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